KNIGHTS CAPITAL GROUP LIMITED Annual General Meeting 2019

KNIGHTS CAPITAL GROUP LIMITED Annual General Meeting 2019

AGENDA • Introduction – Grant Priest, Company Secretary • Declarations – • Lawful Notice • Quorum • Chairman of meeting • Introduction of Directors • Ordinary business – Grant Hodgetts, Executive Director • Financial statements & reports • Resolution 1 - Re-election of Michael Britton • • Closure of meeting Executive Director’s briefing – Grant Hodgetts Questions - Grant Hodgetts Close Knights Capital Group Limited

BOARD AND ADVISORS • Knights Capital Group Limited • Grant Hodgetts, Executive Director • Greg Paramor, Independent Non-executive Director • Michael Britton, Independent Non-executive Director • Grant Priest, Company Secretary • Graeme Jennings, Partner, Accru Page Kirk & Jennings – Auditors Knights Capital Group Limited

DIRECTOR’S MEETINGS • Director’s Meetings Michael Britton Grant Hodgetts Greg Paramor Attended 2 2 1 Eligible to attend 2 2 2 Held 2 2 2 15 15 15 • Audit Committee Meetings Michael Britton Grant Hodgetts Grant Priest • Director Briefings Michael Britton Grant Hodgetts Greg Paramor Knights Capital Group Limited

AGENDA • Introduction • Declarations • Ordinary business – Grant Hodgetts, Executive Director • Financial statements & reports • Resolution 1 - Re-election of Michael Britton • Closure of meeting • Executive Director’s briefing – Grant Hodgetts • Questions - Grant Hodgetts • Close Knights Capital Group Limited

AGENDA • Introduction • Declarations • Ordinary business • Financial statements & reports • Resolution 1 - Re-election of Michael Britton • Closure of meeting • Executive Director’s briefing – Grant Hodgetts • Questions - Grant Hodgetts • Close Knights Capital Group Limited

AGENDA • Introduction • Declarations • Ordinary business • Financial statements & reports • Resolution 1 - Re-election of Michael Britton • Closure of meeting • Executive Director’s briefing – Grant Hodgetts • Questions - Grant Hodgetts • Close Knights Capital Group Limited

EXECUTIVE DIRECTOR’S BRIEFING • Throughout the year we focussed on • The assets held, and actively managed, by the Company • Meeting all statutory requirements • Negotiating further amendments to the memorial on title at Albany Gardens Holiday Resort • Completing preparations for the sale of the Albany Assets • Monitoring the performance of – Arbortech & Cedar Woods Wellard • Managing the sales process for the Albany assets • Subsequent to year end, we completed the sale of the Albany assets in early November 2019. Knights Capital Group Limited

EXECUTIVE DIRECTOR’S BRIEFING Financial metrics 2019 2018 % • Current assets incl. cash ↓ ($0. 513 m) $7. 592 m $8. 105 m (6. 33) • Total assets ↓ ($7. 410 m) $12. 620 m $20. 030 m (37. 0) • Net Assets ↓ ($7. 196 m) $12. 429 m $19. 625 m (36. 7) • Net Equity/Share ↓ ($0. 2988) $0. 5160 (*) $0. 8148 • Gearing − 0. 00% • Profit for the year ↓ ($2. 729 m) ($0. 341 m) ($2. 388 m) • No dividends were paid (#) This is prior to settlement of the litigation (*) Subsequent to settlement of litigation ($0. 06/share) and initial capital return ($0. 1625/share) Knights Capital Group Limited (#) (1. 6) (800. 29)

EXECUTIVE DIRECTOR’S BRIEFING Knights Capital Group Limited Knights Parks and Properties Pty Ltd (100%) Albany Gardens Holiday Resort Knights Capital Management Pty Ltd (100%) (Wound up in June 2017 and de-registered in January 2018) Albany Gardens Lifestyle Village (Sold November 2019) Other Investments Cedar Woods Wellard Pty Ltd (35% interest) Listed Investments Realised Investments Seascapes (Capital returned 2014 -15) Knights Tourist Park Fund (Wound up 2014 -15) Arbortech Industries Limited (~10% interest) – In. Specie transfer in November 2019 Knights Capital Group Limited Knights Coastal Land Fund (Wound up in May 2017)

EXECUTIVE DIRECTOR’S BRIEFING Cedar Woods Wellard • Sales momentum has slowed significantly • Project completion now estimated to be late 2025 • Return of capital through year of $0. 35 m • Carrying value $3. 630 m (2018: $3. 956 m) • Discussions currently underway with Joint Venture partners to exit this investment Knights Capital Group Limited

EXECUTIVE DIRECTOR’S BRIEFING Arbortech • As approved by shareholders earlier in the year, a pro-rata in specie transfer of the Company’s shareholding in Arbortech was undertaken in November 2019. • Arbortech’s distribution for the 2019 year was paid to the Company prior to completion of the inspecie transfer. Knights Capital Group Limited

EXECUTIVE DIRECTOR’S BRIEFING Knights Parks & Properties Pty Ltd • KPPL’s after tax contribution to the Group was a net loss, after tax, $1. 062 m compared to a profit in 2018 of $78, 513. • While there was an increase in the trading profit over the year, the loss was principally due to the value impairment of AGHR. • A domestic and international marketing campaign for the sale of the assets commenced in early 2019. • Reasonable interest was received but issues arising from the contamination of part of the land caused most parties to either withdraw their interest or discount the price so significantly that it was not economically viable to proceed. • We entered into exclusive negotiations with one party but they used the contamination to reduce their offered price to a level that was not, in your Board’s view, appropriate. Knights Capital Group Limited

EXECUTIVE DIRECTOR’S BRIEFING Knights Parks & Properties Pty Ltd • Further negotiations with DWER were held and the memorial on title was amended, again, to overcome the issues raised by potential buyers. Once the amended memorial on title was registered, marketing re-commenced. • There is no doubt that the contamination affected the level of interest and price that buyers were prepared to pay for the assets. • After 8 months of marketing, and several negotiations that did not ultimately proceed, the sale of the properties for a combined total of $5. 15 m was concluded in early November 2019. The final business adjustments will take place in Mid December 2019. Knights Capital Group Limited

EXECUTIVE DIRECTOR’S BRIEFING Discovery Africa Ltd • 614, 637 shares (costbase of $248, 415) • Market value at 30 June 2019 was $0. 012/share for a total of $7, 376 (2018: $8, 605) • These shares have now been sold for a total of $10, 650 Great Cell Solar (previously Dyesol) • 150, 000 shares (costbase of $135, 571) • These shares were removed from the official list of the ASX in August 2019 after administrators were appointed in December 2018. • As a result, the shares cannot be traded and no value has been ascribed to them. Knights Capital Group Limited

EXECUTIVE DIRECTOR’S BRIEFING Capital return – Instalment 2 • In March 2019, the first capital return of $3. 9 m was paid to shareholders representing $0. 1625/share • The amount and timing of future returns was dependent upon the sale of assets. • Since then – • The Albany contracts settled on 1 November 2019 for $5. 15 m with associated costs of ~$275 k reducing the net proceeds to $4. 875 m. This compares to $5. 8 m which was the fair value, based on independent valuations, ascribed to them at 31 December 2018. The business adjustments will be completed in mid December 2019. • CWWL returned $1. 05 m in July 2019. • Arbortech’s distribution of $32, 250 was received in November 2019. A capital return of $6. 85 m will be paid to shareholders in December 2019 representing ~$0. 285/share Knights Capital Group Limited

EXECUTIVE DIRECTOR’S BRIEFING The future of KCGL • With the sale of the Albany assets and our shares in Discovery Africa together with the in-specie transfer of the Company’s shareholding in Arbortech, the remaining asset of KCGL is its 35% interest in Cedar Woods Wellard Pty Ltd. • The value of this investment is heavily dependent upon the rate of sale for the remaining lots at Emerald Park – CWWL’s project in Baldivis. • The fair value of the Company’s interest in CWWL, at 30 June 2019, was $3, 630, 210. • Since then, a return of capital worth $1, 050, 000 has been received giving an adjusted fair value (based on the 2019 accounts) of $2, 518, 000. • The rate of sale adopted for the 2019 accounts is higher than that which is currently being achieved. • If the current rate of sale continues, the project shall not be sold out until 2025 as opposed to the previous estimate of 2021. • As a result, the fair value of the Company’s shareholding in CWWL will, be significantly less than $2. 518 m and more likely in the range of $1. 6 m - $1. 75 m. Knights Capital Group Limited

EXECUTIVE DIRECTOR’S BRIEFING The future of KCGL cont. • The costs to maintain a corporate structure that provides the necessary governance, administration and statutory reporting for KCGL, including independent audit and ASIC requirements, is estimated to be at least $120, 000 and more likely in the vicinity of $130, 000 pa. • Your board believes that the options available to shareholders are – • Sell the Company’s shareholding in CWWL at the best price that can be achieved – to either the other shareholders or another party(ies), or, • Retain KCGL in its current form, with its reduced cost structure, until CWWL is wound up. • Discussions have commenced with the other shareholders in Cedar Woods Wellard Pty Ltd in regard to our shareholding. • To retain KCGL in its current form until the end of FY 2025 will cost an estimated ~$650, 000. Knights Capital Group Limited

EXECUTIVE DIRECTOR’S BRIEFING The future of KCGL cont. • Based on an estimated value of $1. 6 m for our interest in CWWL (given the current rate of sale); it being received progressively over the period to 2025 and the cost of maintaining the corporate structure of KCGL, your directors believe that shareholders would be best served by the Company selling its interest in CWWL. • It is inherently difficult to accurately forecast the returns to shareholders of selling our interest as opposed to retaining it. Assumptions regarding the rate of sale, pricing and market conditions all impact the project feasibility and will in turn determine when and how much can be returned to shareholders at any given time. • These risks cannot be quantified with any accuracy and the upside, if any, of remaining a shareholder in CWWL until it is wound up does not, in your Board’s opinion, justify the risk of doing so. • As a result, we will negotiate the best possible exit price for our shareholding in CWWL and once the proceeds are received, we will immediately move to wind up KCGL and return the remaining capital. Knights Capital Group Limited

AGENDA • Introduction • Declarations • Ordinary business • Financial statements & reports • Resolution 1 - Re-election of Michael Britton • Closure of meeting • Executive Director’s briefing • Questions - Grant Hodgetts • Close Knights Capital Group Limited

CLOSE • Thank you for your attendance and participation today. • Please join us for some light refreshments and the opportunity to meet with the Directors and advisors. Knights Capital Group Limited